4//SEC Filing
Climer Crystal 4
Accession 0001193125-25-298927
CIK 0001577916other
Filed
Nov 25, 7:00 PM ET
Accepted
Nov 26, 10:36 AM ET
Size
8.1 KB
Accession
0001193125-25-298927
Insider Transaction Report
Form 4
Premier, Inc.PINC
Climer Crystal
Chief Accounting Officer
Transactions
- Disposition to Issuer
Class A Common Stock
2025-11-25$28.25/sh−45,190$1,276,618→ 5,161 total - Disposition to Issuer
Class A Common Stock
2025-11-25−5,161→ 0 total
Footnotes (3)
- [F1]Reflects the disposition of shares of Class A Common Stock, par value $0.01 per share ("Common Stock") of Premier, Inc. ("Issuer") pursuant to the consummation of the transactions contemplated by the Agreement and Plan of Merger dated as of September 21, 2025 (the "Merger Agreement") by and among the Issuer, Premium Parent, LLC ("Parent") and Premium Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, at the effective time of the Merger on November 25, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). At the Effective Time, each issued and outstanding share of Common Stock was cancelled and converted automatically into the right to receive $28.25 in cash, without interest (the "Merger Consideration"), subject to certain exceptions set forth in the Merger Agreement.
- [F2]The shares of the Issuer's Common Stock reported as disposed of by the reporting person include shares of Common Stock underlying outstanding time-based vesting restricted stock unit awards previously reported as beneficially owned by the reporting person ("RSUs") and granted to the reporting person prior to August 16, 2025. Pursuant to the Merger Agreement, at the Effective Time, each of these RSUs was cancelled and converted into the right to receive an amount in cash, without interest, equal to the number of shares of Common Stock subject to the RSUs multiplied by the Merger Consideration (together with any accrued cash dividend equivalents).
- [F3]Reflects the cancellation at the Effective Time of RSUs granted to the reporting person on or after August 16, 2025. Pursuant to the Merger Agreement, these RSUs were cancelled in connection with the Merger for no consideration.
Documents
Issuer
Premier, Inc.
CIK 0001577916
Entity typeother
Related Parties
1- filerCIK 0001945271
Filing Metadata
- Form type
- 4
- Filed
- Nov 25, 7:00 PM ET
- Accepted
- Nov 26, 10:36 AM ET
- Size
- 8.1 KB